8E Consent 2009 0518 - Laserfiche WebLink

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16. Interpretation; Captions. The section headings used herein are solely for convenience and shall not be used to interpret this Agreement. The Parties acknowledge that this Agreement is the product of negotiation and compromise on the part of both Parties, and the Parties agree, that since both Parties have participated in the negotiation and drafting of this Agreement, this Agreement shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it. 17. Time. Time is of the essence of this Agreement and of each provision hereof. 18. No Joint Venture. The relationship of the Parties is solely that of licensor and licensee, and no joint venture or other partnership exists or is created between the Parties. Neither Party assumes any fiduciary relationship hereunder to the other. 19. No Third Party Beneficiaries. Nothing contained in this Agreement is intended by the Parties, nor shall any provision of this Agreement be deemed or construed by the Parties or by any third person, to be for the benefit of any third party, nor shall any third party have any right to enforce any provision of this Agreement or be entitled to damages for any breach of any of the provisions of this Agreement. 20. Amendments. This Agreement may be modified or amended only by an instrument in writing executed by the Parties. 21. Assi~mment Prohibited. This Agreement and the rights conferred hereunder may not be assigned by operation of law or otherwise absent the express written consent of the City. 22. Counterparts. This Agreement maybe executed in multiple counterparts, each of which shall be an original, and all of which taken together shall constitute one agreement. 23. Further Assurances. The Parties each agree to undertake such other actions as may reasonably be necessary to carry out the intent of this Agreement, including without limitation, the execution of any additional documents which may be required to effectuate the transactions contemplated hereby. 24. Severability. If any term, provision, or condition of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect unless the rights and obligations of the Parties have been materially altered or abridged thereby. 25. Non-Liabilit~of Officials Employees and A eg nts. No member, official, employee or agent of City shall be personally liable in the event of any default or breach hereunder by either Party. SIGNATURES ON FOLLOWING PAGE.